Bredar eventually put together a six-horse field for the 1 1/16-mile Louisville Breeders' Cup, but barring the unforeseen, the Grade 2 event is strictly a two-horse race.

Take Charge Lady won 6 of 10 starts during her 3-year-old campaign in 2002, including the Grade 1 Ashland and Grade 1 Spinster Stakes. She won the Spinster at the direct expense of You, who finished second after setting the pace into the stretch.

Take Charge Lady opened the current season with a gut-wrenching loss to the 2002 Horse of the Year, Azeri, after leading for all but the final strides in Oaklawn Park's Grade 1 Apple Blossom Handicap. The race was her first since an easy victory in the Great State Challenge on Dec. 7.

"She was cranked and ready for the Apple Blossom and ran great," said McPeek. "And she's come out of it real good. The only real bad race she ran last year was in the Breeders' Cup, and that's no reflection on her. It was my fault."

Take Charge Lady will carry high weight of 121 pounds in the Louisville Breeders' Cup, including jockey Shane Sellers.

You ran exclusively against Grade 1 competition as a 3-year-old in 2002, posting four victories from nine tries. But she comes into the Louisville BC winless since outgaming Carson Hollow to capture Saratoga's seven-furlong Test Stakes on July 27. You was a well-beaten second behind Starrer in Santa Anita's Santa Maria Handicap in her only previous start this year.

"I took it easy with her over the winter and really didn't have her ready at Santa Anita," Frankel said. "She's right, and I like the way she is now."

Frankel said he believes the Louisville might shape up in the same manner as the Spinster.

"I'll have to look over the race and see who else is in there, but I'm going in thinking I'll be in front," Frankel said.

Jerry Bailey, who was aboard You for all four of her victories last year, will be back in the saddle on Friday.

Completing the field are Red n'Gold, a minor stakes winner at Oaklawn this winter; Fly Borboleta, a second-level allowance winner at Keeneland; Majority Whip, stakes placed in her last three starts; and Seven Four Seven, a three-time stakes winner at Turfway Park during the winter.